Exhibit 3.2

                                     BY-LAWS

                                       OF

                         HYDE ATHLETIC INDUSTRIES, INC.

ARTICLE FIRST

                                  Stockholders

Section  1.  Annual   Meeting.   Commencing  in  1988,  the  annual  meeting  of
     stockholders shall be held on the first Thursday of May in each year (or if
     that be a legal  holiday in the place where the  meeting is to be held,  on
     the next  succeeding  full business day) at the hour fixed by the Directors
     or the President and stated in the notice of the meeting.  The purposes for
     which the annual meeting is to be held, in addition to those  prescribed by
     law, by the Articles of Organization or by these By-laws,  may be specified
     by the  Directors  or the  President.  If no  annual  meeting  is  held  in
     accordance with the foregoing provisions,  a special meeting may be held in
     lieu  thereof,  and any action  taken at such  meeting  shall have the same
     effect as if taken at the annual meeting.

Section 2. Special Meetings.  Special meetings of the stockholders may be called
     by the President or by the Directors,  and shall be called by the Clerk, or
     in case of the death,  absence,  incapacity or refusal of the Clerk, by any
     other officer, upon written application of one or more stockholders who are
     entitled  to vote at the meeting  and who hold at least  one-tenth  part in
     interest of the capital stock entitled to vote at the meeting,  stating the
     time,  place and purposes of the meeting.  No call of a special  meeting of
     the stockholders shall be required if such notice of the meeting shall have
     been waived in writing (including a telegram) by every stockholder entitled
     to notice thereof, or by his attorney thereunto authorized.

Section 3. Place of Meetings.  All meetings of stockholders shall be held at the
     principal  office of the  corporation  unless a different place (within the
     United States) is fixed by the Directors or the President and stated in the
     notice of the meeting.

Section 4.  Notices.  Notice of all meetings of  stockholders  shall be given as
     follows,  to  wit:- A  written  notice,  stating  the  place,  day and hour
     thereof,  shall be given by the Clerk (or the person or persons calling the
     meeting),  at least  ten  days  before  the  meeting,  to each  stockholder
     entitled to vote thereat and to each  stockholder who, by law, the Articles
     of Organization,  or these By-laws,  is entitled to such notice, by leaving
     such notice with him or at his residence or usual place of business,  or by
     mailing it,  postage  prepaid,  and  addressed to such  stockholder  at his
     address as it  appears  upon the books of the  corporation.  Notices of all
     meetings of  stockholders  shall state the  purposes for which the meetings
     are called.  No notice need be given to any stockholder if a written waiver
     of notice,  executed  before or after the meeting by the stockholder or his
     attorney thereunto authorized is filed with the records of the meeting.

Section 5. Quorum.  At any meeting of  stockholders a quorum for the transaction
     of business  shall consist of one or more  individuals  appearing in person
     and/or as proxies and owning and/or  representing  a majority of the shares
     of the corporation  then  outstanding  and entitled to vote,  provided that
     less than such quorum  shall have power to adjourn the meeting from time to
     time.

Section 6. Voting and  Proxies.  Each  stockholder  shall have one vote for each
     share  of  stock  entitled  to  vote,  and a  proportionate  vote  for  any
     fractional  share entitled to vote, held by him of record  according to the
     records of the corporation,  unless  otherwise  provided by the Articles of
     Organization.  Stockholders  may vote either in person or by written  proxy
     dated not more than six months  before the meeting named  therein.  Proxies
     shall be filed  with the Clerk  before  being  voted at any  meeting or any
     adjournment  thereof.  Except as otherwise  limited therein,  proxies shall
     entitle the persons named therein to vote at the meeting  specified therein
     and at any  adjourned  session of such meeting but shall not be valid after
     final adjournment of the meeting. A proxy with respect to stock held in the
     name of two or more  persons  shall  be valid  if  executed  by one of them
     unless at or prior to  exercise  of the proxy the  corporation  receives  a
     specific  written  notice  to the  contrary  from any one of them.  A proxy
     purporting to be executed by or on behalf of a stockholder  shall be deemed
     valid unless challenged at or prior to its exercise.
<PAGE>

Section 7.  Action at  Meeting.  When a quorum  is  present,  the  action of the
     stockholders  on any matter  properly  brought before such meeting shall be
     decided by the  holders of a majority of the stock  present or  represented
     and  entitled to vote and voting on such  matter,  except where a different
     vote is required by law, the Articles of Organization or these By-laws. Any
     election by  stockholders  shall be  determined by a plurality of the votes
     cast by the stockholders  entitled to vote at the election. No ballot shall
     be required for such election unless requested by a stockholder  present or
     represented at the meeting and entitled to vote in the election.

Section 8. Special Action.  Any action to be taken by stockholders  may be taken
     without  a  meeting  if all  stockholders  entitled  to vote on the  matter
     consent to the action by a writing  filed with the records of the  meetings
     of  stockholders.  Such consent shall be treated for all purposes as a vote
     at a meeting.

Section 9. Record Date.  The  Directors may fix in advance a time which shall be
     not  more  than  sixty  days  prior  to (a)  the  date  of any  meeting  of
     stockholders, (b) the date for the payment of any dividend or the making of
     any distribution to stockholders,  or (c) the last day on which the consent
     or dissent of stockholders may be effectively expressed for any purpose, as
     the record date for determining the stockholders having the right to notice
     of and to vote at such meeting and any  adjournment  thereof,  the right to
     receive such dividend or distribution, or the right to give such consent or
     dissent. In such case only stockholders of record on such record date shall
     have such right,  notwithstanding any transfer of stock on the books of the
     corporation  after the record  date.  Without  fixing  such record date the
     Directors may for any of such purposes  close the transfer books for all or
     any part of such period.

                                 ARTICLE SECOND

                                    Directors

Section 1.  Powers.  The Board of  Directors,  subject to any action at any time
     taken by such  stockholders as then have the right to vote,  shall have the
     entire charge, control and management of the corporation,  its property and
     business and may exercise all or any of its powers.

Section 2. Election.  A Board of Directors of such number,  not less than three,
     nor more  than  seven,  as shall  be  fixed by the  stockholders,  shall be
     elected by the stockholders at the annual meeting.

Section 3.  Vacancies.  Any  vacancy  at any time  existing  in the Board may be
     filled by the Board at any meeting.  The  stockholders  having voting power
     may, at a special meeting called at least in part for the purpose, choose a
     successor to a Director  whose  office is vacant,  and the person so chosen
     shall displace any successor chosen by the Directors.

Section 4. Enlargement of the Board. The number of the Board of Directors may be
     increased  and one or more  additional  Directors  elected  at any  special
     meeting of the stockholders, called at least in part for the purpose, or by
     the Directors by vote of a majority of the Directors then in office.
<PAGE>

Section 5.  Tenure.  Except as  otherwise  provided by law,  by the  Articles of
     Organization  or by these  By-laws,  Directors  shall hold office until the
     next annual meeting of stockholders  and thereafter  until their successors
     are chosen and qualified. Any Director may resign by delivering his written
     resignation to the corporation at its principal  office or to the President
     or Clerk.  Such  resignation  shall be effective  upon receipt unless it is
     specified to be effective at some other time or upon the  happening of some
     other event.

Section 6.  Removal.  A Director  may be removed from office (a) with or without
     cause by vote of a majority  of the  stockholders  entitled  to vote in the
     election  of  Directors  or (b) for  cause  by vote  of a  majority  of the
     Directors  then in office.  A Director  may be removed for cause only after
     reasonable  notice and opportunity to be heard before the body proposing to
     remove him.

Section  7.  Annual   Meeting.   Immediately   after  each  annual   meeting  of
     stockholders, or the special meeting held in lieu thereof, and at the place
     thereof,  if a quorum of the Directors elected at such meeting were present
     thereat,  there shall be a meeting of the Directors without notice;  but if
     such a quorum of the  Directors  elected  thereat  were not present at such
     meeting,  or if present do not  proceed  immediately  thereafter  to hold a
     meeting of the  Directors,  the annual  meeting of the  Directors  shall be
     called in the  manner  hereinafter  provided  with  respect  to the call of
     special meetings of Directors.

Section 8. Regular  Meetings.  Regular  meetings of the Directors may be held at
     such times and places as shall from time to time be fixed by  resolution of
     the Board and no notice need be given of regular meetings held at times and
     places so fixed.  PROVIDED,  HOWEVER,  that any resolution  relating to the
     holding  of  regular  meetings  shall  remain in force  only until the next
     annual  meeting  of  stockholders,  or the  special  meeting  held  in lieu
     thereof,  and that if at any meeting of Directors at which a resolution  is
     adopted  fixing the times or place or places for any regular  meetings  any
     Director is absent no meeting  shall be held  pursuant  to such  resolution
     until either such absent  Director  has in writing or by telegram  approved
     the  resolution or seven days have elapsed  after a copy of the  resolution
     certified by the Clerk has been mailed, postage prepaid,  addressed to each
     such absent Director at his last known home or business address.

Section 9. Special Meetings.  Special meetings of the Directors may be called by
     the president or by the Treasurer or by any two Directors and shall be held
     at the place designated in the call thereof.

Section 10.  Notices.  Notices of any special  meeting of the Directors shall be
     given by the Clerk to each Director,  by mailing to him,  postage  prepaid,
     and  addressed  to him at his  address  as  registered  on the books of the
     corporation,  or if not so  registered  at his last known home or  business
     address,  a written  notice of such  meeting at least four days  before the
     meeting or by  delivering  such  notice to him at least  forty-eight  hours
     before the meeting or by sending to him at least  forty-eight  hours before
     the meeting,  by prepaid telegram addressed to him at such address,  notice
     of such meeting. If the Clerk refuses or neglects for more than twenty-four
     hours after receipt of the call to give notice of such special meeting,  or
     if the  office  of  Clerk  is  vacant  or the  Clerk  is  absent  from  the
     Commonwealth of Massachusetts,  or incapacitated,  such notice may be given
     by the officer or one of the Directors calling the meeting. Notice need not
     be given to any  Director  if a written  waiver of notice,  executed by him
     before or after the meeting,  is filed with the records of the meeting,  or
     to any Director who attends the meeting without protesting prior thereto or
     at its commencement the lack of notice to him. A notice or waiver of notice
     of a Directors' meeting need not specify the purposes of the meeting.
<PAGE>

Section 11. Quorum.  At any meeting of the Directors a majority of the number of
     Directors  required to  constitute  a full Board as fixed in or  determined
     pursuant to these By-laws as then in effect,  shall constitute a quorum for
     the  transaction of business;  provided always that any number of Directors
     (whether one or more and whether or not  constituting a quorum)  present at
     any meeting or at any adjourned meeting may make any reasonable adjournment
     thereof.

Section 12. Action at Meeting. At any meeting of the Directors at which a quorum
     is present,  the action of the Directors on any matter  brought  before the
     meeting  shall be decided by the vote of a majority  of those  present  and
     voting,  unless a  different  vote is  required  by law,  the  Articles  of
     Organization, or these By-laws.

Section 13. Special  Action.  Any action by the Directors may be taken without a
     meeting if a written  consent  thereto is signed by all the  Directors  and
     filed with the records of the  Directors'  meetings.  Such consent shall be
     treated as a vote of the Directors for all purposes.

Section 14.  Committees.  The Directors may, by vote of a majority of the number
     of Directors  required to constitute a full Board as fixed in or determined
     pursuant  to these  By-laws as then in effect,  elect from their  number an
     executive or other committees and may by like vote delegate thereto some or
     all of their powers except those which by law, the Articles of Organization
     or these  By-laws  they  are  prohibited  from  delegating.  Except  as the
     Directors may otherwise  determine,  any such  committee may make rules for
     the conduct of its business, but unless otherwise provided by the Directors
     or in such rules,  its  business  shall be conducted as nearly as may be in
     the same manner as is provided by these By-laws for the Directors.

                                 ARTICLE THIRD

                                    Officers


Section 1. Enumeration.  The officers of the corporation shall be a President, a
     Treasurer,  a  Clerk,  and  such  Vice  Presidents,  Assistant  Treasurers,
     Assistant Clerks, and other officers as may from time to time be determined
     by the Directors.

Section 2.  Election.  The  President,  Treasurer  and  Clerk  shall be  elected
     annually by the  Directors  at their  first  meeting  following  the annual
     meeting of stockholders, or the special meeting held in lieu thereof. Other
     officers  may be chosen by the  Directors  at such  meeting or at any other
     meeting.

Section 3.  Qualification.  The  President  may but need not be a  Director.  No
     officer need by a  stockholder.  Any two or more offices may be held by the
     same  person.  The Clerk  shall be a resident of  Massachusetts  unless the
     corporation  has a resident  agent  appointed for the purpose of service of
     process.  Any officer may be required by the Directors to give bond for the
     faithful  performance  of his duties to the  corporation in such amount and
     with such sureties as the Directors may determine.

Section 4.  Tenure.  Except as  otherwise  provided by law,  by the  Articles of
     Organization or by these By-laws, the President,  Treasurer and Clerk shall
     hold office until the first meeting of the  Directors  following the annual
     meeting of stockholders,  or the special meeting held in lieu thereof,  and
     thereafter  until his  successor is chosen and  qualified.  Other  officers
     shall hold office until the first  meeting of the  Directors  following the
     annual  meeting  of  stockholders,  or the  special  meeting  held  in lieu
     thereof,  unless  a  shorter  term is  specified  in the vote  choosing  or
     appointing   them.  Any  officer  may  resign  by  delivering  his  written
     resignation to the corporation at its principal  office or to the President
     or Clerk, and such resignation shall be effective upon receipt unless it is
     specified to be effective at some other time or upon the  happening of some
     other event.
<PAGE>

Section 5.  Removal.  The Directors may remove any officer with or without cause
     by a vote of a majority of the entire  number of Directors  then in office,
     provided,  that an officer may be removed  for cause only after  reasonable
     notice  and  opportunity  to be heard by the  Board of  Directors  prior to
     action thereon.

Section 6.  President.  The President when present shall preside at all meetings
     of the stockholders and of the Directors. It shall be his duty and he shall
     have the power to see that all orders and  resolutions of the Directors are
     carried into effect.  The President,  as soon as reasonably  possible after
     the close of each fiscal year,  shall  submit to the  Directors a report of
     the  operations  of the  corporation  for such year and a statement  of its
     affairs  and shall from time to time  report to the  Directors  all matters
     within his knowledge  which the interests of the corporation may require to
     be brought to its notice.  The President shall perform such duties and have
     such powers additional to the foregoing as the Directors shall designate.

Section 7. Vice Presidents.  In the absence or disability of the President,  his
     powers and duties shall be performed  by the Vice  President,  if only one,
     or,  if more  than  one,  by the one  designated  for  the  purpose  by the
     Directors.  Each Vice  President  shall have such other  powers and perform
     such other duties as the Directors shall from time to time designate.

Section 8.  Treasurer.  The Treasurer  shall keep full and accurate  accounts of
     receipts and  disbursements in books belonging to the corporation and shall
     deposit all moneys and other valuable effects in the name and to the credit
     of the  corporation  in such  depositaries  as shall be  designated  by the
     Directors or in the absence of such designation in such  depositaries as he
     shall from time to time deem  proper.  He shall  disburse  the funds of the
     corporation  as shall be ordered by the Directors,  taking proper  vouchers
     for such  disbursements.  He shall promptly  render to the President and to
     the  Directors  such  statements  of his  transactions  and accounts as the
     President and  Directors  respectively  may from time to time require.  The
     Treasurer shall perform such duties and have such powers  additional to the
     foregoing as the Directors may designate.

Section 9. Assistant Treasurers.  In the absence or disability of the Treasurer,
     his powers and duties  shall be performed by the  Assistant  Treasurer,  if
     only one,  or, if more than one, by the one  designated  for the purpose by
     the Directors.  Each Assistant  Treasurer  shall have such other powers and
     perform  such  other  duties  as the  Directors  shall  from  time  to time
     designate.

Section 10.  Clerk.  The Clerk  shall  record in books kept for the  purpose all
     votes and proceedings of the stockholders  and, if there be no Secretary or
     Assistant  Secretary,  of the  Directors  at  their  meetings.  Unless  the
     Directors shall appoint a transfer agent and/or  registrar or other officer
     or officers  for the  purpose,  the Clerk shall be charged with the duty of
     keeping,  or causing to be kept, accurate records of all stock outstanding,
     stock certificates  issued and stock transfers,  and, subject to such other
     or different  rules as shall be adopted from time to time by the Directors,
     such records may be kept solely in the stock  certificate  books. The Clerk
     shall perform such duties and have such powers  additional to the foregoing
     as the Directors shall designate.
<PAGE>

Section 11.  Assistant  Clerks.  In the absence of the Clerk from any meeting of
     the stockholders or, if there be no Secretary or Assistant Secretary,  from
     any meeting of the Directors,  the Assistant Clerk, if one be elected,  or,
     if there be more  than  one,  the one  designated  for the  purpose  by the
     Directors,  otherwise a Temporary Clerk  designated by the person presiding
     at the meeting, shall perform the duties of the Clerk. Each Assistant Clerk
     shall have such other powers and perform such other duties as the Directors
     may from time to time designate.

Section 12. Secretary and Assistant  Secretaries.  If a Secretary is elected, he
     shall keep a record of the meetings of the Directors and in his absence, an
     Assistant Secretary,  if one be elected, or, if there be more than one, the
     one  designated  for the  purpose by the  Directors,  otherwise a Temporary
     Secretary designated by the person presiding at the meeting,  shall perform
     the duties of the Secretary. Each Assistant Secretary shall have such other
     powers and perform such other duties as the Directors may from time to time
     designate.

                                 ARTICLE FOURTH

                      Provisions Relating to Capital Stock

Section 1.  Certificates  of Stock.  Each  stockholder  shall be  entitled  to a
     certificate or certificates  representing in the aggregate the shares owned
     by him and certifying the number and class thereof,  which shall be in such
     form as the  Directors  shall  adopt.  Each  certificate  of stock shall be
     signed by the  President  or a Vice  President  and by the  Treasurer or an
     Assistant Treasurer,  but when a certificate is countersigned by a transfer
     agent or a  registrar,  other than a  Director,  officer or employee of the
     corporation, such signatures may be facsimiles. In case any officer who has
     signed or whose  facsimile  signature  has been placed on such  certificate
     shall have ceased to be such officer before such certificate is issued,  it
     may be issued by the  corporation  with the same  effect as if he were such
     officer at the time of its  issue.  Every  certificate  for shares of stock
     which are subject to any  restriction on transfer  pursuant to the Articles
     of Organization, the By-laws or any agreement to which the corporation is a
     party,  shall have the restriction  noted  conspicuously on the certificate
     and shall  also set forth on the face or back  either  the full text of the
     restriction  or a statement  of the  existence  of such  restriction  and a
     statement  that the  corporation  will furnish a copy to the holder of such
     certificate  upon written  request and without  charge.  Every  certificate
     issued when the  corporation  is authorized to issue more than one class or
     series of stock shall set forth on its face or back either the full text of
     the  preferences,  voting powers,  qualifications  and special and relative
     rights of the shares of each class and series  authorized to be issued or a
     statement of the existence of such preferences,  powers, qualifications and
     rights, and a statement that the corporation will furnish a copy thereof to
     the holder of such certificate upon written request and without charge.

Section  2.  Transfer  of  Stock.   The  stock  of  the  corporation   shall  be
     transferable,  so as to  affect  the  rights  of the  corporation,  only by
     transfer  recorded  on the books of the  corporation,  in person or by duly
     authorized  attorney,   and  upon  the  surrender  of  the  certificate  or
     certificates properly endorsed or assigned.
<PAGE>

Section 3. Equitable Interests Not Recognized. The corporation shall be entitled
     to treat the holder of record of any share or shares of stock as the holder
     in fact thereof and shall not be bound to recognize  any equitable or other
     claim to or  interest  in such  share or  shares  on the part of any  other
     person except as may be otherwise expressly provided by law.

Section 4. Lost or Destroyed Certificates. The Directors of the corporation may,
     subject to Massachusetts General Laws, Chapter 156B, Section 29, as amended
     from time to time, determine the conditions upon which a new certificate of
     stock may be issued in place of any certificate  alleged to have been lost,
     destroyed, or mutilated.

                                 ARTICLE FIFTH

                           Stock in Other Corporations

     Except as the Directors may otherwise designate, the President or Treasurer
may waive  notice  of,  and  appoint  any  person or  persons to act as proxy or
attorney in fact for this  corporation  (with or without power of  substitution)
at, any meeting of  stockholders  or  shareholders  of any other  corporation or
organization,  the securities of which may be held by this corporation.

                                 ARTICLE SIXTH

                              Inspection of Records

     Books, accounts,  documents and records of the corporation shall be open to
inspection by any Director at all times during the usual hours of business.  The
original,  or attested  copies,  of the  Articles of  Organization,  By-laws and
records of all meetings of the incorporators and stockholders, and the stock and
transfer  records,  which shall  contain the names of all  stockholders  and the
record  address  and  the  amount  of  stock  held  by  each,  shall  be kept in
Massachusetts at the principal office of the corporation, or at an office of its
transfer agent or of the Clerk.  Said copies and records need not all be kept in
the  same  office.  They  shall  be  available  at all  reasonable  times to the
inspection of any stockholder for any proper purpose but not to secure a list of
stockholders  for the purpose of selling said list or copies thereof or of using
the same  for a  purpose  other  than in the  interest  of the  applicant,  as a
stockholder, relative to the affairs of the corporation.

                                ARTICLE SEVENTH

                   Checks, Notes, Drafts and Other Instruments

     Checks,  notes, drafts and other instruments for the payment of money drawn
or  endorsed  in the name of the  corporation  may be  signed by ay  officer  or
officers or person or persons  authorized  by the Directors to sign the same. No
officer or person shall sign any such instrument as aforesaid unless  authorized
by the Directors to do so.
<PAGE>

                                 ARTICLE EIGHTH

                                      Seal

     The seal of the  corporation  shall be circular in form,  bearing its name,
the word "Massachusetts", and the year of its incorporation. The Treasurer shall
have  custody  of the  seal  and  may  affix  it (as may any  other  officer  if
authorized by the Directors) to any instrument requiring the corporate seal.

                                 ARTICLE NINTH

                                   Fiscal Year

     The fiscal year of the  corporation  shall be the Calendar Year,  beginning
with December 31, 1976. ARTICLE TENTH

                                   Amendments

     These  By-laws  may at any  time be  amended  by vote of the  stockholders,
provided that notice of the substance of the proposed amendment is stated in the
notice of the  meeting.  If  authorized  by the  Articles or  Organization,  the
Directors  may also make,  amend,  or repeal these  By-laws in whole or in part,
except with  respect to any  provision  thereof  which by law,  the  Articles of
Organization,  or these By-laws requires action by the  stockholders.  Not later
than the time of giving notice of the meeting of stockholders next following the
making,  amending or repealing by the  Directors of any By-law,  notice  thereof
stating the substance of such change shall be given to all stockholders entitled
to vote on amending  the By-laws.  Any By-law  adopted by the  Directors  may be
amended or repealed by the stockholders.

                                ARTICLE ELEVENTH

     Indemnification, Exoneration, and Exculpation of Directors and Officers

(a)  No director or officer of this corporation  shall in any event or under any
     circumstances be under any liability or  accountability to this corporation
     which  except for these  provisions  in this  section  (a) might  result by
     reason of or from any dealing,  contracting or other transaction (before or
     after the  adoption of this By-law)  entered into between this  corporation
     and any one or more enterprises the operations of the business of which are
     supervised,  under written contract or otherwise, by the same person, firm,
     corporation, trust, association, or other entity, legal or otherwise, which
     then is supervising the operation of the business of this  corporation,  or
     entered  into  between  this   corporation   and  said   supervisor   (said
     enterprises,  so supervised,  and said supervisor being hereinafter in this
     Article  called "said  outside  enterprises"),  or by reason of or from the
     fact that such  director or officer has been (prior to the adoption of this
     By-law)  or is  thereafter  at any time a  member,  director,  officer,  or
     stockholder  of, or otherwise,  directly or  indirectly,  connected with or
     interested in said outside  enterprises,  or any one or more of them, or by
     reason of or from any action at any time  (before or after the  adoption of
     this By-law)  taken or omitted by any such  director or officer as director
     or  officer  of this  corporation  or on  behalf of any one or more of said
     outside  enterprises in relation to matters with respect to which both this
     corporation and any one or more of said outside  enterprises are interested
     or  concerned  in common or  adversely  to each  other;  and no director or
     officer of this corporation  shall in any event or under any  circumstances
     be under any liability or  accountability  to this corporation which except
     for these  provisions in this section (a) might result by reason of or from
     any failure to disclose or to have disclosed  such  connection or interest,
     and no director or officer  shall be under any  obligation to disclose such
     connection or interest.
<PAGE>

(b)  No director or officer of this corporation  shall in any event or under any
     circumstances be disqualified from dealing, contracting or participating in
     any transactions (before or after the adoption of this By-law) between this
     corporation  and such director or officer or between this  corporation  and
     said outside  enterprises or any other  enterprises,  or any one or more of
     them, nor shall any vote, decision or action of such director or officer or
     of the board of  directors  (before or after the  adoption of this  By-law)
     with respect to any transaction in any event or under any circumstances, be
     questioned or  invalidated  by reason of any  connection or interest of any
     director or officer with or in such  transaction or with or in said outside
     or other  enterprises,  or any one or more of them;  nor shall any dealing,
     contract,  or other  transaction  (before  or after  the  adoption  of this
     By-law) entered into between this  corporation and said director or officer
     or said outside or other  enterprises,  or any one or more of them;  in any
     event or under any  circumstances,  be affected or  invalidated by the fact
     that any one or more directors or officers of this corporation  (whether or
     not  participating  in this  corporation's  action with respect  thereto or
     voting  thereon or being  present at any meeting at which said action shall
     be  authorized)  are or were at any time directors or officers of or in any
     other way,  directly or  indirectly,  connected  with or interested in said
     outside  or other  enterprises,  or any one or more of them,  or with or in
     said dealing,  contract, or other transaction,  nor shall any such dealing,
     contract, or other transaction, in any event or under any circumstances, be
     affected or  invalidated  by any failure by any such director or officer to
     disclose or to have disclosed such connection or interest.

(c)  No dealing,  contract,  or other  transaction of this corporation  (entered
     into before or after the  adoption  of this  By-law) in which a director or
     officer of this  corporation  has or had any personal or adverse  interest,
     directly or  indirectly,  and no conduct  (before or after the  adoption of
     this By-law) by a director or officer of this corporation, which except for
     these  provisions  in this  section (c) might  result in any  liability  or
     accountability  by such director or officer to this  corporation or be void
     or voidable,  shall in any event or under any  circumstances  result in any
     such  liability or  accountability  or be void or voidable if such dealing,
     contract, or other transaction, or such conduct shall have been authorized,
     or  shall  be or  have  been  at  any  time  ratified  or  approved,  by an
     affirmative  vote of the holders of record  (whether or not such holders of
     record shall,  directly or  indirectly,  be or have been or include or have
     included such director or officer, or his personal  representatives,  shall
     be or have been a director  or officer of any such  holder or of any direct
     or indirect stockholder in such holder, or shall be or have been otherwise,
     directly or indirectly, connected with or interested in any such holder) of
     not less than such proportion of the voting stock of this corporation as is
     required  to effect  action by the  stockholders,  at any annual or special
     meeting of the stockholders duly called and warned for the purpose.

(d)  See Appendix.

(e)  Nothing  hereinbefore in this Article contained shall in any event or under
     any  circumstances  from the basis for any inference,  result,  conclusion,
     ruling,  or decision more stringent than would be reached or applied in the
     absence  of the  foregoing  provisions  of  this  Article.  If any  term or
     provision  of this  Article,  or the  application  thereof to any person or
     circumstances,  shall to any extent be held invalid or  unenforceable,  the
     remainder of this Article,  or the application of such term or provision to
     persons or circumstances other than those as to which it is held invalid or
     unenforceable,  shall not be affected thereby,  and each term and provision
     of this Article  shall be held valid and be enforced to the fullest  extent
     permitted by law.
<PAGE>

                                    APPENDIX

                        ARTICLE ELEVENTH (d), AS AMENDED
                                  JUNE 25, 1987

(f)  The corporation shall, to the extent legally permissible, indemnify each of
     its directors and officers  (including  persons who serve at its request as
     directors,  offices or trustees of another  organization or in any capacity
     with respect to any employee  benefit  plan)  against all  liabilities  and
     expenses,   including  amounts  paid  in  satisfaction  of  judgments,   in
     compromise or as fines and penalties and counsel fees,  reasonably incurred
     by him in connection with the defense or disposition of any action, suit or
     other proceeding, whether civil or criminal, in which he may be involved or
     with which he may be threatened  while in or office of thereafter by reason
     of his being or having been such a director or officer, except with respect
     to any matter as to which he shall have been  adjudicated in any proceeding
     not to have acted in good faith in the  reasonable  belief  that his action
     was in the best interest of the  corporation  (any person  serving  another
     organization  in one or more of the indicated  capacities at the request of
     the corporation  who shall not have been  adjudicated in any proceeding not
     to have acted in good faith in the reasonable belief that his action was in
     the best  interest  of such other  organization  shall be deemed so to have
     acted in good faith with respect to the  corporation) or to the extent that
     such matter relates to service with respect to any employee benefit plan in
     the best of the participant or beneficiaries of such employee benefit plan;
     provided,  however,  that  as to any  matter  disposed  or by a  compromise
     payment  by such  director  or  officer  pursuant  to a  consent  decree or
     otherwise  , no  indemnification  either for said  payment or for any other
     expenses shall be provided unless such comprise shall be approved as in the
     best  interest of the  corporation,  after  notice  that it  involves  such
     indemnification:  (a) by a majority of the  disinterred  directors  then in
     office;  or (b) the  Company,  provided  that  there has been  obtained  an
     opinion in writing of  independent  legal counsel (who may be the Company's
     general  counsel)  to the effect that such  director or officer  appears to
     have acted in good faith in the  reasonable  belief  that his action was in
     the best interest of the  corporation;  or (c) by the holders of a majority
     of the outstanding stock at the time entitled to vote for directors, voting
     as a single class,  exclusive of any stock owned by any interested director
     or officer.  Expenses,  including  counsel fees reasonably  incurred by any
     director or officer in connection  with the defense or  disposition  of any
     such action, suit or other proceeding shall be pad from time to time by the
     corporation in advance of the final disposition  thereof upon receipt of an
     undertaking by such director or officer to repay the amounts so paid to the
     corporation if it is ultimately  determined that  indemnification  for such
     expenses is not  authorized  under this section.  If in an action,  suit or
     proceeding brought by or in the right of the corporation, a director of the
     corporation is held not liable for monetary  damages  whether  because that
     director is relieved of personal  liability under the provisions of Article
     6 of the Corporation's  Restated Articles of Organization or otherwise that
     director  shall be deemed to have met the stand of conduct  set forth above
     and to be entitled to indemnification  for expense  reasonably  incurred in
     the   defense  of  such   action,   suit  or   proceeding.   The  right  of
     indemnification  hereby  provided  shall not be  exclusive of or affect any
     other rights to which any  director or officer may be entitled.  As used in
     this  section,  the terms  "director"  and  "officer"  include the relevant
     individual's  heirs,  executors  and  administrators  and  an  "interested"
     director or officer is one against whom in such capacity the proceedings in
     question  or  another  proceeding  on the same or  similar  grounds is then
     pending.  Nothing  contained  in this  section  shall  affect any rights to
     indemnification  to which  corporate  personnel  other than  directors  and
     officers  may be  entitled  by contract  or  otherwise  under law.
<PAGE>

                               BY-LAWS AMENDMENT

     The  By-laws,  as  amended,  of Hyde  Athletic  Industries,  Inc. is hereby
     amended as follows:

1.   Article FIRST Section 1. Annual Meeting. The first sentence of this section
     is deleted and the following sentence is substituted therefore:

     "The annual meeting of  stockholders  shall be held within six months after
     the end of each fiscal year of the corporation on a date to be fixed by the
     Board of  Directors  or the  President  (which  date  shall  not be a legal
     holiday in the place where the meeting is to be held) at the time and place
     to be fixed by the Board of  Directors or the  President  and stated in the
     notice of the meeting."

2.   Article  FIRST Section 4.  Notices.  The first  sentence of this section is
     deleted and the following sentence is substituted therefore:

     "Notice of all meetings of stockholders shall be given as follows, to wit:-
     A written notice,  stating the place, day and hour thereof,  shall be given
     by the Clerk (or the person or persons calling the meeting), at least seven
     days before the meeting,  to each stockholder  entitled to vote thereat and
     to each  stockholder  who, by law, the Articles of  Organization,  or these
     By-laws,  is entitled to such notice, by leaving such notice with him or at
     his  residence  or usual  place of  business,  or by  mailing  it,  postage
     prepaid,  and  addressed to such  stockholder  at his address as it appears
     upon the books of the corporation."

3.   Article  FOURTH.  A new Section 5 is added to Article FOURTH to read in its
     entirety as follows:

     "Section 5. Issuance of Capital Stock. Any unissued capital stock from time
     to time authorized under the  corporation's  Articles of Organization,  and
     any capital stock of the corporation held in its treasury, may be issued by
     vote of the Board of  Directors,  in such manner and upon such terms as the
     Board of Directors may determine."

4.   Article NINTH. Fiscal Year. This article is deleted in its entirety and the
     following is substituted therefore:

                                 "ARTICLE NINTH

                                   Fiscal Year

          The fiscal year of the  corporation  shall  consist of a 52 or 53 week
     period and shall in each year end on the first Friday on or after  December
     31."

5.   Article  ELEVENTH.   Indemnification,   Exoneration,   and  Exculpation  of
     Directors and Officers.  Subject to stockholder approval of an amendment to
     the corporation's Restated Articles of Organization,  as amended,  relating
     to indemnification of directors and officers, paragraph (d) of this article
     is deleted in its entirety.
<PAGE>

6.   Article TWELFTH.  A new Article TWELFTH is added to read in its entirety as
     follows:

                                 "ARTICLE TWELFTH

                                  Chapter 110D

          Chapter 110D of the  Massachusetts  General Laws, as it may be amended
     from time to time, shall not apply to the corporation."
<PAGE>

                                BY-LAW AMENDMENT

          The  By-laws,  as  amended  (the  "By-laws"),   of  Saucony,  Inc.,  a
     Massachusetts corporation formerly known as Hyde Athletic Industries, Inc.,
     are hereby amended as follows:

A.   Title

     1.   The title of the  By-laws is amended and  restated in its  entirety as
          follows:

                            BY-LAWS OF SAUCONY, INC.

B.   ARTICLE SECOND: Directors

     1.   Section 2.  Election.  Section 2 of Article  Second by the  By-laws is
          amended and restated in its entirety as follows:

          Section 2. Election.  The number of Directors  which shall  constitute
               the whole Board of Directors  shall be  determined by vote of the
               stockholders  or the whole Board of Directors,  but shall consist
               of not less than three  Directors  (except  that  whenever  there
               shall be only two stockholders,  the number of Directors shall be
               not  less  than  two  and  whenever   there  shall  be  only  one
               stockholder, there shall be at least one Director). The number of
               Directors  may be  decreased  at any time  and from  time to time
               either by the stockholders or by a majority of the Directors then
               in office, but only to eliminate  vacancies existing by reason of
               the death, resignation,  removal or expiration of the term of one
               or more  Directors.  The Directors shall be elected at the annual
               meeting of stockholders by such stockholders as have the right to
               vote on such  election.  No Director need be a stockholder of the
               corporation.

          2.   Section 10. Notices.  Section 10 of Article Second of the By-laws
               is amended and restated in its entirety as follows:

               Section 10.  Notices.  Notice of any special meeting of Directors
                    shall  be  given  to each  Director  by the  Clerk or by the
                    officer or one of the Directors calling the meeting.  Notice
                    shall be duly given to each Director (i) by giving notice to
                    such Director in person or by telephone at least 24 hours in
                    advance of the meeting, (ii) by sending a telegram, telecopy
                    or electronic mail, or delivering written notice by hand, to
                    such Director's last known business, home or electronic mail
                    address  at least 48 hours in  advance  of the  meeting,  or
                    (iii) by sending  written notice,  via  first-class  mail or
                    reputable  overnight courier,  to such Director's last known
                    business or home address at least 72 hours in advance of the
                    meeting.  Notice  need  not be given  to any  Director  if a
                    written waiver of notice,  executed by that Director  before
                    or after  the  meeting,  is filed  with the  records  of the
                    meeting,  or to any Director who attends the meeting without
                    protesting  prior thereto or at its commencement the lack of
                    notice.  A notice or  waiver  of notice of a meeting  of the
                    Board of  Directors  need not  specify  the  purposes of the
                    meeting.  If notice is given in person or by telephone,  and
                    affidavit  of the Clerk,  officer or Director who gives such
                    notice  that the notice has been duly  given  shall,  in the
                    absence of fraud,  be  conclusive  evidence that such notice
                    was duly given.
<PAGE>

C.   ARTICLE THIRD: Officers

     1.   Section 6.  President.  Section 6 of Article  Third of the  By-laws is
          amended and restated in its entirety as follows:

          Section 6. President. The President shall, subject to the direction of
               the Board of Directors,  have general  charge and  supervision of
               the business of the corporation. Unless otherwise provided by the
               Board of  Directors,  he shall  preside  at all  meetings  of the
               stockholders  and,  if he is a Director,  at all  meetings of the
               Board of Directors.  Unless the Board of Directors has designated
               the Chairman of the Board or another  officer as Chief  Executive
               Officer,  the President shall be the Chief  Executive  Officer of
               the  corporation.  The President  shall perform such other duties
               and shall possess such other powers as the Board of Directors may
               from time to time prescribe.

<PAGE>

                                BY-LAW AMENDMENT



     The by-laws, as amended, of Saucony, Inc., a Massachusetts corporation, are
hereby amended,  effective July 1, 2004, by amending and restating Sections 5, 6
and 7 of Article First  thereof in their  entirety as set forth in the following
Sections 5, 6 and 7, respectively.

5.   Quorum.

Unless  otherwise  provided by law, or in the  Articles of  Organization,  these
Bylaws  or,  to the  extent  authorized  by law,  a  resolution  of the Board of
Directors requiring  satisfaction of a greater quorum requirement for any voting
group,  a majority  of the votes  entitled  to be cast on the matter by a voting
group  constitutes  a quorum of that voting group for action on that matter.  As
used in these Bylaws,  a voting group includes all shares of one or more classes
or series that, under the Articles of Organization or the Massachusetts Business
Corporation  Act, as in effect from time to time (the  "MBCA"),  are entitled to
vote and to be  counted  together  collectively  on a  matter  at a  meeting  of
shareholders.

A share once  represented  for any  purpose at a meeting is deemed  present  for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless (1) the  shareholder  attends solely to object to lack of notice,
defective  notice or the  conduct of the  meeting on other  grounds and does not
vote the shares or otherwise consent that they are to be deemed present,  or (2)
in the case of an  adjournment,  a new  record  date is or shall be set for that
adjourned meeting.

6.   Voting and Proxies.

     (a) Except as  provided  in this  Section  6(a) or unless the  Articles  of
Organization provide otherwise,  each outstanding share, regardless of class, is
entitled to one vote on each matter voted on at a  shareholders'  meeting.  Only
shares are entitled to vote, and each fractional share, if any, is entitled to a
proportional vote. Absent special  circumstances,  the shares of the Corporation
are not entitled to vote if they are owned,  directly or indirectly,  by another
entity of which the Corporation owns, directly or indirectly,  a majority of the
voting interests;  provided,  however,  that nothing in these Bylaws shall limit
the  power  of the  Corporation  to vote  any  shares  held by it,  directly  or
indirectly, in a fiduciary capacity. Unless the Articles of Organization provide
otherwise, redeemable shares are not entitled to vote after notice of redemption
is given to the  holders  and a sum  sufficient  to redeem  the  shares has been
deposited with a bank,  trust company or other  financial  institution  under an
irrevocable obligation to pay the holders the redemption price upon surrender of
the shares.

     (b) A  shareholder  may vote his or her  shares in person or may  appoint a
proxy to vote or otherwise  act for him or her by signing an  appointment  form,
either personally or by his or her  attorney-in-fact.  An appointment of a proxy
is effective when received by the Secretary or other officer or agent authorized
to tabulate  votes.  Unless  otherwise  provided  in the  appointment  form,  an
appointment  is valid for a period of 11  months  from the date the  shareholder
signed  the form or,  if it is  undated,  from  the date of its  receipt  by the
officer or agent.  An  appointment  of a proxy is revocable  by the  shareholder
unless the appointment form conspicuously  states that it is irrevocable and the
appointment is coupled with an interest,  as defined in the MBCA. An appointment
made  irrevocable  is  revoked  when the  interest  with  which it is coupled is
extinguished.  The death or  incapacity  of the  shareholder  appointing a proxy
shall not affect the right of the  Corporation  to accept the proxy's  authority
unless  notice of the death or  incapacity is received by the Secretary or other
officer or agent  authorized to tabulate votes before the proxy exercises his or
her authority under the appointment. A transferee for value of shares subject to
an irrevocable  appointment may revoke the appointment if he or she did not know
of its  existence  when he or she acquired  the shares and the  existence of the
irrevocable   appointment  was  not  noted   conspicuously  on  the  certificate
representing  the shares or on the  information  statement  for  shares  without
certificates.  Subject to the  provisions  of Section  7.24 of the MBCA,  or any
successor  Section  thereto,  and  to any  express  limitation  on  the  proxy's
authority  appearing on the face of the  appointment  form,  the  Corporation is
entitled to accept the proxy's vote or other  action as that of the  shareholder
making the appointment.
<PAGE>

7.   Action at Meeting.  If a quorum of a voting group exists,  favorable action
     on a matter,  other than the  election of  Directors,  is taken by a voting
     group if the votes cast  within the group  favoring  the action  exceed the
     votes cast  opposing  the action,  unless a greater  number of  affirmative
     votes is required by law, the Articles of Organization, these Bylaws or, to
     the  extent  authorized  by law,  a  resolution  of the Board of  Directors
     requiring  receipt  of a  greater  affirmative  vote  of the  shareholders,
     including more separate voting groups. Directors are elected by a plurality
     of the votes  cast by the  shares  entitled  to vote in the  election  at a
     meeting at which a quorum is present.  No ballot shall be required for such
     election  unless  requested by a shareholder  present or represented at the
     meeting and entitled to vote in the election.